Restrictions on Sales of Control of the Company. No Shareholder shall be a party to any Stock Sale unless all holders of the Preferred Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Preferred Shares, voting together as a single class, elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
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Samples: Voting Agreement (Paylocity Holding Corp), Voting Agreement (Paylocity Holding Corp)
Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles of Incorporation of the Company in effect immediately prior to the Stock Sale Restated Certificate (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the then outstanding shares of Series A Preferred SharesStock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single classclass on an as-converted basis, elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
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Samples: Adoption Agreement (Blueprint Medicines Corp), Adoption Agreement
Restrictions on Sales of Control of the Company. No Shareholder shall be a party to any Stock Share Sale unless all holders of the Preferred Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Amended Articles of Incorporation of the Company in effect immediately prior to the Stock Share Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Shares, voting Shares and the Series A-l Preferred Shares (acting together as a single class, ) elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
Appears in 2 contracts
Samples: Voting Agreement (DAVIDsTEA Inc.), Voting Agreement (DAVIDsTEA Inc.)
Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless (a) all holders of the Preferred Shares Stock are allowed to participate in such transaction transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles of Incorporation of the Company Company’s Restated Certificate in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event)Sale, unless the holders of at least a majority the requisite percentage required to waive such treatment of the Preferred Shares, voting together as a single classtransaction(s) pursuant to the terms of the Restated Certificate, elect otherwise to allocate the consideration differently by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
Appears in 2 contracts
Samples: Voting Agreement (Gi Dynamics, Inc.), Adoption Agreement (Gi Dynamics, Inc.)
Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles Company’s Certificate of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Shares, Stock (voting together as a single class, class on an as-converted to Common Stock basis) elect otherwise by written notice given to the Company at least ten (10) 10 days prior to the effective date of any such transaction or series of related transactions.
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Samples: Adoption Agreement (NEXGENT Inc.)
Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles Company’s Certificate of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority more than the Appropriate Percentage of the shares of Common Stock then issuable upon conversion of the then outstanding shares of Preferred Shares, voting together as a single class, Stock elect otherwise by written notice given to the Company at least ten five (105) days prior to the effective date of any such transaction or series of related transactions.
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Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles Company’s Certificate of Incorporation (including any Certificate of the Company Designation) in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A-1 Preferred SharesStock, voting together as a single classclass on an as-converted basis, elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
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Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles Company’s Certificate of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless (i) the Selling Investors and (ii) the holders of at least a majority of the outstanding shares of Series C Preferred Shares, voting together as a single class, Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
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Restrictions on Sales of Control of the Company. No Shareholder Stockholder shall be a party to any Stock Sale unless all holders of the Preferred Shares Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Articles Company’s Certificate of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Preferred Shares, Stock (voting together as a single class, class and on an as-converted basis) elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.
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